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Guangdong Xinda law firm
Legal opinion on the first extraordinary general meeting of shareholders in Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) 2022
Xinda Huizi (2022) No. 042 to: Guizhou Taiyong-Changzheng Technology Co.Ltd(002927)
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules) and other laws and regulations, as well as the provisions of the Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) articles of Association (hereinafter referred to as the articles of association) in force, Guangdong Xinda law firm (hereinafter referred to as Xinda) has accepted the entrustment of your company to appoint lawyer Shi Li and lawyer Xie Xingjun (hereinafter referred to as Xinda lawyer) to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as this general meeting of shareholders). Affected by the epidemic of pneumonia caused by New Coronavirus, XinDa lawyers attended the meeting by video and witnessed the meeting. On the basis of necessary verification, give witness opinions on the convening and convening procedures, the qualifications of attendees and conveners, voting procedures and results of this general meeting of shareholders of your company.
In accordance with the requirements of Article 5 of the rules and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Xinda lawyer issued the following witness opinions on the relevant facts of the shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
（1） Convening of this general meeting of shareholders
The board of directors of your company published the notice of Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of the board of directors) on cninfo website on February 24, 2022, announcing the time and place of the general meeting of shareholders, the way of the meeting, the matters to be considered at the meeting, the participants Registration measures and other related matters.
Lawyer Xinda believes that the convening procedure of this general meeting of shareholders of your company complies with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
（2） Convening of this general meeting of shareholders
1. According to the announcement of the board of directors, your company’s notice of convening this general meeting of shareholders has been made in the form of announcement 15 days in advance, which is in line with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2. According to the announcement of the board of directors, the main contents of your company’s notice of the general meeting of shareholders include: meeting time, meeting place, meeting content, participants, registration methods, etc. The contents of such meeting notices comply with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
3. The general meeting of shareholders was held as scheduled. The meeting was held by video and on-site. The meeting was presided over by the chairman of the company.
Lawyer Xinda believes that the convening procedures of this general meeting of shareholders of your company comply with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
（1） Attendance of shareholders and proxies
According to Xinda’s lawyer’s verification and inspection of the shareholders attending the meeting and the register of shareholders on the equity registration date of the shareholders’ meeting, the names, shareholder certificates and resident ID card numbers of the shareholders attending the shareholders’ meeting are consistent with those recorded in the register of shareholders; Legal and valid power of attorney and relevant identity certificates held by the shareholders’ agents attending the meeting.
（2） Other persons attending or attending the shareholders’ meeting as nonvoting delegates
The company’s directors, supervisors and senior managers attended the meeting at the shareholders’ meeting because of the need to curb the spread of New Coronavirus infection and restrict the flow of personnel and concentration. The lawyers in this hospital attended the East Asia conference with remote video communication.
（3） Qualification of convener of the general meeting of shareholders
According to the announcement of the board of directors, the convener of this general meeting of shareholders is the board of directors of your company, which is qualified as the convener of this general meeting of shareholders.
Xinda lawyer believes that the shareholders, shareholders’ agents and other personnel attending or attending the general meeting of shareholders are qualified to attend or attend the general meeting of shareholders, and the qualification of the convener of the general meeting of shareholders is legal and effective. 3、 Voting procedures of the general meeting of shareholders
After verification by Xinda lawyer, the proposal included in the notice was considered at the general meeting of shareholders of your company, and the on-site and online voting was conducted by open ballot.
（1） The shareholders’ meeting deliberated the proposal
According to the announcement of the board of directors, the shareholders’ meeting considered:
1. Proposal on repurchasing and cancelling some granted restricted shares
2. Proposal on changing the registered capital of the company and amending the articles of Association
（2） Voting procedure
1. On site voting
The shareholders’ meeting voted on the proposals listed in the notice and announced the on-site voting results on the spot. Xinda lawyer believes that the on-site voting procedures comply with the provisions of the company law, the rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
2. Network voting
According to the online voting results of your company provided by Shenzhen Securities Information Co., Ltd., which is authorized by Shenzhen Stock Exchange to provide network information services for listed companies, the proposals listed in the announcement of this shareholders’ meeting can be voted and counted. Xinda lawyer believes that the online voting of this general meeting of shareholders is in line with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
（3） Voting results
After verification by Xinda lawyer, it was confirmed that there was no simultaneous voting in the on-site and online voting, and the proposal included in the shareholders’ meeting was adopted after combining the results of on-site and online voting. Specifically:
1. Proposal on repurchasing and cancelling some granted restricted shares
Voting results: 148271259 shares were approved, accounting for 999999% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; 91 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0001% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 7800 shares were agreed, accounting for 988468% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; 91 shares were abstained (including 0 shares by default due to non voting), accounting for 1.1532% of the total number of valid voting shares attending the meeting.
The proposal is a special resolution proposal, which has been adopted by more than 2 / 3 of the total number of valid voting shares attending the general meeting of shareholders.
2. Proposal on changing the registered capital of the company and amending the articles of Association
Voting results: 148271259 shares were approved, accounting for 999999% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; 91 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0001% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 7800 shares were agreed, accounting for 988468% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; 91 shares were abstained (including 0 shares by default due to non voting), accounting for 1.1532% of the total number of valid voting shares attending the meeting.
The proposal is a special resolution proposal, which has been adopted by more than 2 / 3 of the total number of valid voting shares attending the general meeting of shareholders.
Lawyer Xinda believes that the deliberation proposals, voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association.
4、 Concluding observations
To sum up, lawyer Xinda believes that: Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) 2022 the convening and convening procedures of the first extraordinary general meeting of shareholders comply with the provisions of the company law, the rules and other laws, regulations and normative documents, as well as the relevant provisions of the current articles of association. The qualifications of the personnel attending or attending the meeting and the convener are legal and effective, and the voting procedures of this general meeting of shareholders are legal, The resolution of the first extraordinary general meeting of shareholders in Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) 2022 formed at the meeting is legal and effective.
Cinda agrees that this legal opinion shall be announced together with other information disclosure materials of the company’s general meeting of shareholders. This legal opinion is made in two originals without copies.
(there is no text on this page, which is the signature page of the legal opinion of Guangdong Xinda law firm on the first extraordinary general meeting of shareholders in Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) 2022)
Guangdong Xinda law firm
Person in charge: Handling lawyer:
Lin Xiaochun and Shi Li
Handling lawyer:
Xie Xingjun
March 15, 2002
